Agmt09 San Carlos, City of - Laserfiche WebLink

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or Redwood City's failure to perform obligations required of Redwood City under this Agreement. 19. The duty to indemnify and hold harmless includes the duties to defend as set forth in Section 2778 of the California Civil Code. 20. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the Parties hereto and no oral understanding or agreement not incorporated herein shall be binding on the Parties hereto. 21. All notices to the Parties shall, unless otherwise requested in writing, be sent to Redwood City addressed as follows: City Engineer City of Redwood City 1017 Middlefield Road Redwood City, CA 94063 or by facsimile at (650) 780-7309 and to San Carlos addressed as follows: City of San Carlos Public Works Director 600 Elm Street Redwood City, CA 94070 Or by facsimile at (650) 595-6702 22. This Agreement and the obligations, duties and rights hereunder shall not be assigned by one party without the prior written consent of the other party, which consent shall not unreasonably be withheld. 23. In the event a dispute arises between the Parties regarding the interpretation of this Agreement or their performance or failure to perform their respective duties and obligations hereunder, the party claiming a dispute shall give written notice thereof to the other party expressly describing the matter disputed. The Parties shall meet and confer within thirty (30) days of the date of the notice and attempt to resolve the dispute informally. If they are unable to resolve the dispute by the informal meeting, the dispute shall be submitted to mediation with a mediator selected by agreement of the Parties or by striking names from a list of mediators provided by the San Francisco, California, Office of the American Arbitration Association. Costs of mediation shall be divided equally. If the dispute is not resolved by mediation, the parties may pursue such legal or equitable remedies as they may choose. 24. The performance of the Parties' obligations and duties hereunder shall be excused by reason, and for the duration, of Force Majeure. "Force Majeure" as used herein means fire, flood, earthquake, or other natural calamity, governmental action or inaction not caused by the party claiming excuse of performance, labor strike, except for strikes by employees of a party hereto, 5